February 9, 2023

“Vote: Mr. Fisher made a motion that we hereby determine, in accordance with M.G.L. c.70B, that the cost of the ‎Foster Elementary School construction project authorized by a vote of the Town passed on November 1, 2022 (Article 1) being financed with proceeds of a portion of the Notes as defined below, ‎together with all other bonds and notes of the Town previously issued to pay costs of this ‎project, does not exceed the portion of the total cost of the project that is not being paid ‎by the school facilities grant and we hereby approve the issuance of notes and bonds to ‎finance this project under M.G.L. c.70B.‎ He further moved to approve the sale of $83,542,880 4.00 percent General Obligation Bond Anticipation Notes (the "Notes") of the Town dated February 16, 2023, and payable February 16, 2024 to Jefferies LLC‎ at par and accrued interest, if any, plus a premium of $949,047.12. He further moved that, in connection with the marketing and sale of the Notes, the preparation and distribution of a Notice of Sale and Preliminary Official Statement dated January 26, 2023, and a final Official Statement dated February 7, 2023, each in such form as may be approved by the Town Treasurer, be and hereby are ratified, confirmed, approved and adopted. He further moved that the Town Treasurer and the Select Board be, and hereby are, authorized to execute and deliver a significant events disclosure undertaking in compliance with SEC Rule 15c2-12 in such form as may be approved by bond counsel to the Town, which undertaking shall be incorporated by reference in the Notes for the benefit of the holders of the Notes from time to time. He further moved that we authorize and direct the Town Treasurer to establish post issuance federal tax compliance procedures and continuing disclosure procedures in such forms as the Town Treasurer and bond counsel deem sufficient, or if such procedures are currently in place, to review and update said procedures, in order to monitor and maintain the tax-exempt status of the Notes and to comply with relevant securities laws. He further moved that any certificates or documents relating to the Notes ‎(collectively, the ‎"Documents"), may ‎be ‎executed in several counterparts, each of which ‎shall be regarded as an original and all of which ‎shall constitute one and ‎the same ‎document; delivery of an executed counterpart of a signature ‎page ‎to a Document by ‎electronic mail in a ".pdf" file or by other ‎electronic transmission shall be ‎as effective ‎as ‎delivery of a manually ‎executed counterpart signature page to such Document; and ‎electronic ‎signatures on any of the Documents shall be deemed original signatures for ‎the ‎purposes of the ‎Documents and all matters relating thereto, having the ‎same legal effect ‎as ‎original signatures‎.‎ He further moved that each member of the Select Board, the Town Clerk and the Town Treasurer be and hereby are, authorized to take any and all such actions, and execute and deliver such certificates, receipts or other documents as may be determined by them, or any of them, to be necessary or convenient to carry into effect the provisions of the foregoing votes. Ms. Klein seconded. Roll Call Vote: Mr. Fisher: yes Ms. Klein: yes.” (Motion: Fisher, second: Klein)

Read it in the official minutes, page 2 (PDF)